In March 2014 the Australian Stock Exchange Corporate Governance Council (ASXCGC) updated the Principles of good corporate governance and best practice recommendations. The 8 core principles are recommendations and apply to listed companies. Although LiveCorp is not a listed company and does not have any obligation to report on these principles, LiveCorp is committed to good corporate governance, and has therefore adopted these principles.
Principle 1: Lay solid foundations for management and oversight
The LiveCorp Board is required to report to it members.
The Board's responsibility includes determining and reviewing its strategic direction and operational policies, establishing goals for senior management and monitoring the achievement of these goals, recommending the appointment of the auditor to members, ensuring the composition and Board structure is effective, approving the appointment of the CEO and remuneration of all senior staff, ensuring adequate financial resources, monitoring business risk exposures and risk management procedures, approving and monitoring financial and other reporting to members in the form required by the Corporations Act (2001).
Principle 2: Structure the Board to add value
The Board comprises up to three independent based directors, two industry representative directors and one ALEC Ex-officio director. All director appointments are skills based. There are no executive directors.
The Board is balanced in its composition with directors collectively bringing a range of skills and experience as outlined in the Constitution of the company.
The Board has adopted a number of measures to ensure that independent judgement is achieved and maintained. Directors are entitled to seek independent advice, at the cost of LiveCorp, subject to prior approval of the Board and company policy.
An independent Selection Committee has been established to review and appoint directors.
Principle 3: Act ethically and responsibly
LiveCorp complies with all federal, state and local government laws and regulations, as well as common-law obligations and again requires all employees to do the same.
Principle 4: Safeguard integrity in corporate reporting
The Statutory Accounts are prepared in accordance with AAS (Australian Accounting Standards) and comply with the Australian equivalent of International Financial Reporting Standards (AIFRS).
- The members approve the appointment of independent auditors
- The Board has established a Finance, Audit & Remuneration (FAR) Committee
- Annual accounts are signed off by the Chairperson of the Board certifying that the financial statements of LiveCorp for the full financial year presents a true and fair view, in all material respects, of its financial position through the Annual Report.
Further information about the composition, roles and responsibilities of the Finance, Audit and Remuneration Committee can be found here
Principle 5: Make timely and balanced disclosure
LiveCorp is not a publicly listed company and is not subject to ASX Listing Rule disclosure requirements. LiveCorp does however, report to its members in the form required by the Act and discloses significant information on a continuous basis as detailed in Principle 6.
Principle 6: Respect the rights of members
LiveCorp's member communication policy advocates communication with members and other stakeholders in an open, regular and timely manner so members have sufficient information to make informed decisions on the operations of the company. Mechanisms employed are:
Weekly digests, weekly and quarterly publications, iterant updates on standards, regulation and protocols as they occur, circulars and press releases
Annual and Statutory Financial reports circulated prior to the Annual General Meeting (AGM)
Annual Planning meeting with members from each state with the AOP made available to members on the website www.livecorp.com.au
Member access to communications and tools via the website www.livecorp.com.au
The Board encourages full participation of members at the AGM to ensure a high level of accountability and understanding of LiveCorp’s strategy and goals. Members are encouraged to appoint proxies if they cannot attend to express their views at the AGM by forwarding the Proxy Form.
LiveCorp will make available its auditor to answer member’s questions, if requested.
Principle 7: Recognise and manage risk
The Board is responsible for the oversight of the risk management and control framework.
The Finance, Audit & Remuneration Committee’s role and responsibilities with respect to risk are outlined here.
Responsibility for control and risk management is delegated to the appropriate level of management, with the CEO having ultimate responsibility to the Board for the risk management and control framework.
Principle 8: Remunerate fairly and responsibly
A program of regular performance appraisals and goal setting for senior management and other staff is in place. Directors receive remuneration as set by the Finance, Audit & Remuneration Committee and do not exceed that stipulated in the Constitution of the company.
As LiveCorp is limited by guarantee, none of the Directors hold an interest in LiveCorp. Each industry representative Director, as a member of LiveCorp, is liable to the extent outlined in the Constitution upon winding up.